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Annual Report 2013
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Aksa Akrilik Kimya Sanayii A.Ş. Miralay Şefik Bey Sokak No: 15 Ak Han
Gümüşsuyu 34437 Istanbul/Turkey Tel: +90 212 251 45 00 Fax: +90 212 251 45 07
Table of Contents 02 Ordinary General Assembly Agenda 04 Key Indicators 08 Major Developments in 2013 10 Aksa in Brief 12 Capital and Shareholding Structure 14 Mission, Vision and Corporate Values 16 Milestones 18 Akkök in Brief 20 Message from the Chairman of the Board of Directors 22 Activities in 2013 22 Marketing – Sales and Investments 24 Investments in 2013 26 Subsidiaries / DowAksa / Aksa Egypt 27 Sustainability 34 Corporate Governance 34 Board of Directors 36 Executive Management 37 Declaration of Independent Membership of the Board of Directors 39 Declaration of Compliance with the Principles of Corporate Governance 48 Major Developments in the Past Year 48 Dividend Distribution Policy 49 Risk Management 49 Summary of the Commitment Report 50 Dividend Distribution Proposal 51 Auditors’ Report 53 Consolidated Financial Statements and Independent Auditors’ Report This report has been published using recycled paper and environment-friendly technologies.
Stability, success and trust… As the first company to introduce acrylic fiber to the Turkish textile industry, we have played a key role in making Turkey the world’s second largest acrylic fiber market after China. We maintained steady growth by supporting our operational excellence strategy with R&D activities.
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Ordinary General Assembly Agenda
AGENDA FOR THE 2013 ORDINARY GENERAL ASSEMBLY MEETING OF AKSA AKRİLİK KİMYA SANAYİİ ANONİM ŞİRKETİ
1. Opening of the meeting and election of the Presiding Board of the General Assembly,
2. Reading and discussing the 2013 Annual Report prepared by the Board of Directors,
3. Reading the Auditors’ Report for the year 2013,
4. Reading, discussing and approval of the Financial Statements for the year 2013,
5. Releasing the members of the Board of Directors individually with regard to the Company’s activities in 2013,
6. Determining the usage of profit, percentages of profit distribution and profit sharing,
7. Determining the compensation for the members and independent members of the Board of Directors,
8. Submitting the new Board members appointed during the year due to a decrease in the number of members on the Board of Directors, and as pursuant to the Turkish Commercial Code, for the approval of the General Assembly,
9. Determining the number and the terms of office of the members of the Board of Directors; election of the members of the Board of Directors.
10. Selection of the Independent Auditor pursuant to the Turkish Commercial Code and the “Communiqué on Independent Auditing Standards in Capital Markets” issued by the Capital Markets Board of Turkey; and approval of the Independent Auditor selected by the Board of Directors pursuant to the “Communiqué on Independent Auditing Standards in Capital Markets,”
11. Pursuant to the Capital Markets Board’s Communiqué on Corporate Governance, in the event that controlling shareholders, members of the Board of Directors, executive management and their first and second degree relatives by blood or by marriage have carried out significant transactions that may result in conflict of interest either with the Company or its subsidiaries, and/or have carried out commercial transactions in the same line of business with the Company or its subsidiaries either by themselves or on behalf of others, or have become partners without limits of liability in a company that is engaged in the same line of business, informing the shareholders with regard to such transactions,
12. Pursuant to articles 395 and 396 of the Turkish Commercial Code, granting permission and authority to the members of the Board of Directors,
13. Pursuant to the Capital Market Law, submitting the upper limit for donations and the Company’s Donations and Aid Policy for the approval of the General Assembly,
14. Pursuant to the Capital Market Law, informing the shareholders about the donations and aid made by the Company in 2013,
15. Pursuant to the Capital Markets Board’s Communiqué on Dividends (No: II-19.1), determining the Company’s Dividend Distribution Policy,
16. Pursuant to Article 12 of the Communiqué on Corporate Governance, informing the shareholders about the sureties, pledges, mortgages and guarantees given by the Company in favor of third parties and on the income and benefits acquired by the Company in 2013,
17. Wishes and closing.
AKSA AKRİLİK KİMYA SANAYİİ A.Ş.
Mr. Abdullah Gül, the President of Turkey, visited Aksa and DowAksa facilities on September 6, 2013. During his visit, President Gül was accompanied by Mr. Ali Raif Dinçkök, Chairman of the Board of Directors of Akkök Group, Mrs. Nilüfer Dinçkök Çiftçi, Deputy Chairman of the Board of Directors of Akkök Group, Mr. Ahmet Dördüncü, Chairman of the Executive Board of Akkök Group; Mr. Mehmet Ali Berkman, Advisor to the Executive Board of Akkök Group, Mr. Raif Ali Dinçkök, Member of the Executive Board of Akkök Group; and Mr. Cengiz Taş, General Manager of Aksa.
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CONSOLIDATED BALANCE SHEET SUMMARY(*) 31 December 2013
(Thousand US$) 31 December 2012
ASSETS 848,805 873,419
Current Assets 401,625 388,342
Cash and Cash Equivalents 109,267 79,363
Trade Receivables 171,202 178,657
Inventories 86,770 92,525
Other Current Assets 34,386 37,797
Non-Current Assets 447,180 485,077
Trade Receivables - 2,519
Financial Investments 1,103 744
Investments Accounted for by the Equity Method 114,842 127,758
Property, Plant and Equipment 317,908 346,704
Intangible Assets 4,653 2,704
Goodwill 2,806 3,360
Other Non-Current Assets 5,867 1,287
LIABILITIES 848,805 873,419
Short Term Liabilities 288,879 240,994
Financial Liabilities 105,824 95,589
Trade Payables 159,821 137,141
Taxes on Income 4,890 3,311
Other Short Term Liabilities 18,343 4,953
Long Term Liabilities 69,140 87,759
Financial Liabilities 58,387 72,437
Derrivative Financial Instruments - 967
Provision for Employment Termination Benefits 7,186 9,063
Deferred Tax Liabilities 3,395 4,736
Other Long Term Liabilities 171 556
Shareholders’ Equity 490,787 544,665
(*) US$ currency conversions shown in the consolidated financial statements are provided for informational purposes only; the closing exchange rate TL 2.1343 (December 31, 2012: TL 1.7826) was used in calculating the balance sheet items. Aksa has significantly reduced the sources used to finance working capital since 2011 thanks to the improvements the Company has achieved in the collection of commercial receivables.
Net Working Capital
134,041 Aksa has significantly reduced the sources used to finance working capital since 2011 thanks to the improvements
the Company has achieved in the collection of commercial receivables.
Aksa increased its operating profit by 21% in comparison
to the previous year.
Net Sales (Thousand US$)
906,841 Aksa increased its
sales 2% in 2013 over the previous year to
US$ 923,396 thousand.
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CONSOLIDATED INCOME STATEMENT(*) 31 December 2013
(Thousand US$) 31 December 2012
Net Sales 923,396 906,841
Operating Profit 98,699 81,305
EBITDA 132,312 110,489
Net Profit 73,963 94,011
FINANCIAL RATIOS 31 December 2013
(Thousand US$) 31 December 2012
Current Ratio 1.39 1.61
Liquidity Ratio 1.09 1.23
EBITDA Margin 14.33% 12.18%
Net Profit Margin 8.01% 10.37%
Return on Invested Capital (ROIC) 8.71% 10.76%
Return on Equity (ROE) 15.07% 17.26%
Aksa achieved a record high capacity utilization
rate of 98% at the end of 2013.
(*) The conversion of the consolidated income statement into US$ is provided for informational purposes only; the period average exchange rate of TL 1.9021 (December 31, 2012: TL 1.7924) was used in the statement.
12.18 Aksa achieved an
increase in the EBITDA for three years in a row and reached 14.33%.
Capacity Utilization Rate (%)
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Major Developments in 2013
Aksa will represent Turkey in the Turquality Program
Aksa was accepted into the “Turquality Program,” which is carried out by Turkey’s Ministry of Economy. Turquality is the world’s first and only state-sponsored brand development program. Designed with the vision of “Creating 10 Global Brands in 10 years,” this support program aims to enhance Turkey’s competitive power in global markets by creating global playe